Corporate Social Responsibility –
Nordic Nanovector's Code of Conduct
Nordic Nanovector’s mission is to extend and improve the lives of patients with haematological cancers by developing and commercialising innovative Antibody Radionuclide Conjugates (ARC).
The Company’s lead clinical-stage product opportunity is Betalutin®, the first in a new class of Antibody-Radionuclide-Conjugates (ARCs), designed to improve upon and complement current options for the treatment of non-Hodgkin Lymphoma (NHL). NHL is an indication with substantial unmet medical need and orphan drug opportunities.
Nordic Nanovector’s business is based on trust, and for customers, employees, shareholders and other stakeholders to feel confident about Nordic Nanovector, ethics and values have to play a prominent role in all our operations. Ethical conduct is good business. Ethics must be an everyday concern and every action taken by Nordic Nanovector and by each employee must at all times satisfy the highest possible ethical, moral and legal standards.
Nordic Nanovector is committed to operating in accordance with responsible, ethical and sound corporate and business principles and will strive to be in compliance with all applicable laws and public regulations. This requires the collective effort of all employees in the Group.
This Code of Conduct applies to all Nordic Nanovector employees and board members in entities owned by Nordic Nanovector. By agreement it may also apply to independent consultants, intermediaries or others acting on behalf of Nordic Nanovector. The document provides a framework for what Nordic Nanovector considers to be responsible conduct, and defines the individual responsibilities of employees through a combination of broad principles and specific requirements. The Code of Conduct should be considered as a guiding instrument, outlining the principles on which our everyday work is based, here of influence of Nordic Nanovector. It is not the intention of Nordic Nanovector to grant or permit exemptions from the requirements of the Code of Conduct. Failure to comply with this code may result in disciplinary action.
The Board of Directors is ultimately responsible for the Code of Conduct and the compliance thereof. Managers are responsible for providing appropriate support to enable their teams to understand the requirements of the Code of Conduct and how they should be applied in practice. Managers must, through their actions, demonstrate the importance of compliance. Leading by example is critical, acting on any suspected unethical behaviour, as well as being available to employees who have ethical questions or wish to report possible violations.
As part of Nordic Nanovector's quest to satisfy the highest possible ethical, moral and legal standards, Nordic Nanovector has adopted this Code of Conduct. This Code of Conduct does not provide an exhaustive overview of what is considered to be responsible conduct. The ultimate responsibility to act in accordance with law and ethical norms will always remain an individual responsibility.
2. CORE VALUES
The Board of Directors shall resolve fundamental core values on which the operations of Nordic Nanovector shall be based.
The core values will be guideline for Nordic Nanovector employees and partners both in strategic and long term decisions as in the daily work and relationships with customers, business partners and colleagues.
3. GENERAL PRINCIPLES
3.1 Comply with laws and regulations
All employees and board members shall comply with applicable laws and regulations and binding internal requirements in all their activities for Nordic Nanovector.
Nordic Nanovector actively promotes compliance with all laws and regulations in each jurisdiction in which we do business. The Nordic Nanovector Group, the individual companies, employees and board members shall always respect applicable laws and regulations. In addition, all employees shall comply with internal company policies. In some cases, these policies are stricter than public laws and regulations.
3.2 Act in the best interest of Nordic Nanovector
All employees and board members shall be loyal to and serve the best interest of Nordic Nanovector.
Loyalty means working to promote the best interest of Nordic Nanovector, and, within the framework of applicable law and Nordic Nanovector’s policies, giving Nordic Nanovector’s interests priority over other interests. We should always use our best judgement to enhance Nordic Nanovector’s value creation, protect the Company’s interests and contribute to continuous improvement.
3.3 Act with integrity
All employees and board members shall act with integrity in their activities for Nordic Nanovector.
Personal integrity means “doing the right thing”, even when nobody is watching. Nordic Nanovector insists on honesty, integrity and fairness and is strongly committed to upholding and promoting the highest ethical business standards in all aspects of our business.
4. SPECIFIC PRINCIPLES
We must practice good corporate citizenship and comply with laws and regulations wherever we do business.
Nordic Nanovector has responsibilities towards the community in which it operates. Nordic Nanovector recognizes the importance of having an open communication with those that are affected by our operations, whether they are employees, shareholders or the public and their representatives. Certain corporate information is available for interested parties, and Nordic Nanovector will respond in a timely manner to inquiries.
Nordic Nanovector expresses support and respect for fundamental human rights and recognises our responsibility to observe those rights when we conduct our business.
Among those rights that Nordic Nanovector considers as fundamental are:
- Freedom of thought, conscience and religion
- Freedom of opinion and expression
- Freedom from any kind of discrimination based on race, creed, colour, nationality, ethnic origin, age, religion, gender, sexual orientation, marital status, disability, or other status
- Freedom from arbitrary detention, execution or torture
- Freedom of peaceful assembly and association
Our relationship between Nordic Nanovector and our employees, and between all employees, must be built on mutual trust, respect and dignity.
Nordic Nanovector strives to be the best at developing its business. To attract skilled people we have to be an attractive employer that offers good working conditions, fair wages and appropriate training. Nordic Nanovector has a responsibility to continue the development of the entire industry.
Nordic Nanovector respects the rights of all employees to form and join trade unions of their choice and to bargain collectively in accordance with local laws, regulations and principles. We recognize the importance of fair wages. Nordic Nanovector shall comply with applicable working time regulations reflected in national legislation or industry standards. Moreover, we recognize the importance of providing a safe and healthy working environment.
4.3 Avoid discrimination and harassment
All employees shall avoid behaviour which may be seen as discrimination or harassment.
Nordic Nanovector promotes a productive work environment and does not tolerate disrespectful behaviour. Nordic Nanovector is an equal opportunity employer. Discrimination in hiring, compensation, training, promotion, termination or retirement based on ethnic and national origin, religion, sex or other distinguishing characteristics is never acceptable. Nordic Nanovector will not use force of any form or involuntary labour or employ any persons below the legal minimum age.
4.4 Avoid conflicts of interest
All employees and board members shall be loyal to Nordic Nanovector by avoiding any conflict of interest.
Business decisions must always be based on objective reasons and criteria, made in Nordic Nanovector's best interests and without unjustified influence from third parties. Employees must avoid conflict of interest between their private activities and their part in the conduct of the business of Nordic Nanovector and shall not seek to obtain advantages for themselves or others that are improper or may harm Nordic Nanovector’s interests.
Business decisions must be based on the best interests of Nordic Nanovector, rather than personal considerations or relationships. A conflict of interest arises when there is a risk that any person (or his/her relatives, friends, etc.) obtains a benefit at the expense of Nordic Nanovector. Employees must provide complete and immediate disclosure of any interest that they may have, at the time of hire or during employment, which creates, or may create, a potential risk of conflict of interest. Employees may, for example, not:
- Work outside Nordic Nanovector in any capacity, such as an employee, a consultant or as a member of executive/management bodies without Nordic Nanovector 's prior written consent
- Perform non-Nordic Nanovector work during working hours, unless prior authorization by the employee's superior of members of the senior management
- Accept money or benefits of any kind for any advice or services employees may provide to a supplier in connection with its business with Nordic Nanovector
- Offer/accept reimbursements, gifts or benefits to/from a third party which are inconsistent with accepted business practices or would be unlawful or unethical (when in doubt, employees should consult their supervisor or manager)
- Demand/accept or offer/give, directly or indirectly, any kind of bribe or kickback.
Employees or board members who become aware of a potential and unacceptable conflict of interest shall, without delay, notify their immediate superior.
4.5 Environment, health and safety (EHS)
Nordic Nanovector shall strive to achieve a vision of zero harm to people, the environment and society, and work purposefully and systematically to reduce the environmental impact. The Group’s services shall always be subject to strict requirements in terms of quality, safety and impacts on personal health and the environment.
4.6 Never engage in corruption or bribery
All employees and board members shall refrain from corruption and bribery in all forms.
Nordic Nanovector recognizes that corruption and anti-competitive measures distort markets and hamper economic and social progress. It is therefore essential for Nordic Nanovector to avoid such practices. We support efforts by international and national authorities to establish and enforce high ethical standards for all businesses. Nordic Nanovector shall comply with applicable competition legislation. Nordic Nanovector does not accept soliciting or acceptance of bribes in any form.
Nordic Nanovector employees and board members are not allowed to engage in any form of bribery or corruption. This requirement is based on anti-corruption legislation which all Nordic Nanovector companies must adhere to, and applies to all of Nordic Nanovector’s activities. Individuals involved in acts of corruption may be exposed to civil and criminal liability. Corrupt activities are punished severely by the court, and individuals who are found guilty of violating the law may become liable to imprisonment. If a challenging situation arises in connection with work for Nordic Nanovector, employees should seek immediate advice from their superior about how to handle it in a legal manner. Such discussions are an important part of the Company’s efforts to prevent corruption and bribery.
Offering and accepting personal courtesy gifts may be allowed provided they have a minimal economic value, are infrequent and clearly appropriate under the circumstances. It is not allowed to give or receive cash or gifts which are given in return for a favour. Gifts shall not be given in a context or a way that might give reason to suspect that the recipient will keep such gift or benefit hidden from his or her superior. For example, gifts should be addressed to the recipient’s working address at the relevant legal or public entity.
Events for customers shall always have a specific and relevant business purpose and can only be accepted if they are reasonable and appropriate with respect to both value and frequency. The same principle applies to participation in such events organised by others, and transportation and accommodation must be paid by Nordic Nanovector. Employees or board members who have been offered, or who have received gifts or favours, shall, without delay, notify their immediate superior, who will determine whether or not the gift needs to be returned.
4.7 Never engage in insider trading
Employees and board members shall refrain from insider trading.
Employees and board members shall not trade, nor give advice to others about trading, in the securities of Nordic Nanovector or other listed companies on the basis of non-public information acquired in work for Nordic Nanovector which, if publicly known, may influence the price of the securities.
If an employee or a board member is in doubt concerning how to apply or interpret Nordic Nanovector’s requirements or public laws on insider trading, Nordic Nanovector’s senior management should be consulted.
4.8 Never engage in money laundering
Employees and board members shall not in any way become involved in money laundering.
Money laundering is defined as arrangements implemented in order to make money which is acquired through criminal activities look as though it has been lawfully earned. Money laundering is prohibited by law, and will not be tolerated by Nordic Nanovector. Should an employee observe activities which may indicate that money laundering is, or has been, taking place in connection with company activities, the employee shall without delay report his or her concern to Nordic Nanovector.
The same rules apply to arrangements with the intent to speculate in non-detection of illegal or disloyal avoidance of taxes, customs or other duties.
4.9 Use of information and technology resources
Employees are required to safeguard and not misuse Nordic Nanovector's assets and resources.
Nordic Nanovector ASA is dedicated to achieving our business objectives. Nordic Nanovector's information and technology resources (including phones, computers, Internet and e-mail resources and the like) are provided to the employees for business use. Computer equipment must be used in compliance with Nordic Nanovector's IT guidelines. Employees are, for example, responsible for exercising good judgment regarding the reasonableness of personal use. When in doubt, employees should consult their immediate superior. Employees who engage in social networking (all types of postings on Internet, such as blogs, Twitter, Facebook, YouTube and similar media) should be mindful that their postings, even if done outside work, could have an adverse effect on Nordic Nanovector's business. Employees are expected to respect the principles of this Code of Conduct and therefore must not post any derogatory, offensive or inappropriate comments concerning Nordic Nanovector and/or our employees, customers, suppliers, other business partners or competitors. Furthermore, employees should not write about, post pictures or videos of, or otherwise refer to any employee, customer, supplier, other business partner without the consent of the relevant person. In addition, employees must not claim or imply authorization to speak as a Nordic Nanovector representative or use Nordic Nanovector's logos, trademarks, copyrights or other intellectual property rights in any manner.
4.10 COMPLIANCE AND IMPLEMENTATION
4.11 The duty to comply
Each Nordic Nanovector employee and board member has a personal responsibility for complying with all the requirements specified in this Code of Conduct. Employees and board members shall not act (or encourage others to act) contrary to the Code of Conduct. This requirement applies even when violation of a principle may appear to be in the interest of Nordic Nanovector.
Any uncertainty as to whether a particular activity is in accordance with the principles of this Code of Conduct, should, insofar as is practicable, be discussed in advance, primarily with the immediate superior. Nordic Nanovector believes in discussions about responsible conduct in an improvement-oriented and informal manner. Nevertheless, breaches of the requirements set out in this Code of Conduct may lead to internal disciplinary action and in serious cases to dismissal or even criminal prosecution.
4.12 Whistle blowing
Nordic Nanovector is committed to the highest possible standards of openness, honesty and accountability. We therefore expect employees who have serious concerns about any aspect of Nordic Nanovector’s work to come forward and voice such concerns.
Observations of conduct which is illegal or represents a breach of the principles in this Code of Conduct should be reported either orally or in writing to the employee’s immediate superior. If the employee finds it difficult to report to his or her immediate superior, the report may be addressed to the head of the Company’s investor relations and business development or any other relevant department/function, the Chief Executive Officer or the Chairman of the Board.
If the employee so wishes, a report may be given on a confidential, or even anonymous basis. All persons who have received such confidential report, or information about such report, shall keep the information strictly confidential in order to protect the employee concerned. Any report concerning illegal activities or breach of this Code of Conduct shall be taken seriously, and be appropriately investigated. Nordic Nanovector will not accept any retaliation against employees or board members who, in good faith, have reported a violation (or suspected violation) of applicable law or of the principles in this Code of Conduct. An employee or board member who feels that a report has in any way been used against him or her by anyone in Nordic Nanovector, may report this to their immediate superior or the bodies mentioned above.
4.13 Implementation and monitoring
The responsibility for implementing this Code of Conduct in each company lies with the company’s CFO in collaboration with the Group executive management. The Code of Conduct shall be distributed to all employees, managers and board members. The Code of Conduct shall also be referred to in the company’s employment contracts and Personnel Handbook.
All employees, managers and board members shall carefully read this Code of Conduct.
The Board of Directors is responsible for updating this Code of Conduct and for developing relevant support material, and may also assist the companies in awareness training. The status of the companies’ activities related to this Code of Conduct will be reviewed annually as part of the business areas’ board meetings and Nordic Nanovector’s sustainability reporting.
This Code of Conduct is a statement of certain fundamental principles that apply to the conduct of employees and board members. It does not create any legal rights for any customer, supplier, competitor, shareholder or any other third party.
Approved by the Board of Directors, 17 March 2016.